2014-11-20 Noosa Biosphere Management Arrangements - Constitution - Attachment 2

11      Secretary and Executive officer

11.1    Secretary

        (a)       The company must have at least one secretary appointed by the directors.

        (b)       The directors may suspend or remove a secretary from that office.

11.2    Executive officers

        (a)       The directors may appoint an executive officer for a period, at the remuneration and on
                  the conditions the directors decide.

        (b)       The remuneration payable by the company to an executive officer must not include a
                  commission on, or percentage of, operating revenue.

        (c)       The directors may:

                  (i)      delegate to an executive officer any powers, discretions and duties they decide;

                  (ii)     withdraw, suspend or vary any of the powers, discretions and duties given to an
                           executive officer; and

                  (iii)    authorise the executive officer to delegate any of the powers, discretions and
                           duties given to the executive officer.

        (d)       An act done by a person acting as an executive officer is not invalidated by:

                  (i)      a defect in the person’s appointment as an executive officer;

                  (ii)     the person being disqualified to be an executive officer; or

                  (iii)    the person having vacated office,

                  if the person did not know that circumstance when the act was done.


12      Indemnity and insurance

12.1    Officer’s right of indemnity

        Rules 12.2 and 12.4 apply:

        (a)       to each person who is or has been a director, secretary or executive officer of the
                  company;

        (b)       to any other officers or former officers of the company or of its related bodies corporate
                  as the directors in each case determine; and

        (c)       if the directors so determine, to any auditor or former auditor of the company or of its
                  related bodies corporate,

        each an Officer for the purposes of this rule.




30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                    22